In this issue, we discuss recent Delaware court developments regarding officer liability, who can recover “lost-premium” damages, and trends in books and records actions, among other topics....more
12/27/2023
/ Board of Directors ,
Books & Records ,
Corporate Governance ,
Corporate Misconduct ,
Corporate Officers ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Misappropriation ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders ,
Trade Secrets
In October 2023, Chancellor Kathaleen St. J. McCormick of the Court of Chancery addressed an issue of first impression in Crispo v. Musk, C.A. No 2022-0666-KSJM, holding that “a provision purporting to define a target...more
As discussed in prior articles, stockholder plaintiffs have increasingly sought to obtain companies’ books and records under 8 Del. C. § 220 (Section 220) and the Delaware Limited Liability Company Act’s analogous provision,...more
12/27/2023
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Corporate Governance ,
Countervailing Duties ,
DE Supreme Court ,
Delaware General Corporation Law ,
Fee-Shifting ,
Fiduciary Duty ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders
Takeaways -
The Delaware Supreme Court simplified the pleadings-stage test applied to derivative suits where no demand has first been made on the board.
Disputes about stockholder books-and-records requests focus...more
Chelsea Therapeutics: Post-Closing Bad Faith Claim a ‘Rare Bird’ in Delaware Absent Allegations of Self-Interestedness or Lack of Independence -
In In re Chelsea Therapeutics International LTD Stockholders Litigation,...more
11/18/2016
/ Acquisitions ,
Bad Faith ,
Board of Directors ,
Breach of Duty ,
Controlling Stockholders ,
Dismissals ,
Duty of Loyalty ,
Failure To Disclose ,
Financial Adviser ,
Going-Private Transactions ,
Life Sciences ,
Mergers ,
Minority Shareholders ,
Motion to Dismiss ,
Pharmaceutical Industry ,
Pleadings ,
Preliminary Injunctions ,
Proxy Statements ,
Sale of Assets ,
Shareholder Litigation ,
Special Committees